Item 1.01.
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Entry into a Material Definitive Agreement.
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On June 3, 2020, Iterum Therapeutics plc (the Company) entered into a securities purchase agreement (the Securities Purchase
Agreement) with certain institutional investors (the Purchasers) pursuant to which the Company agreed to issue and sell in a registered direct offering an aggregate of 2,971,770 ordinary shares (the Shares), $0.01
nominal value per share, at a purchase price per share of $1.6825 (the Shares), for aggregate gross proceeds to the Company of approximately $5.0 million, before deducting fees payable to the placement agent and other estimated
offering expenses payable by the Company (the Registered Offering). The Shares are being offered by the Company pursuant to a shelf registration statement on Form S-3, which was declared effective
by the Securities and Exchange Commission (the SEC) on July 16, 2019 (File No. 333-232569) (the Registration Statement), and a prospectus supplement thereunder.
Pursuant to the Securities Purchase Agreement, in a concurrent private placement, the Company has also agreed to issue and sell to the Purchasers warrants
(the Warrants) to purchase up to 1,485,885 ordinary shares (the Private Placement and together with the Registered Offering, the Offerings). The Warrants will be exercisable immediately at an exercise price of
$1.62 per ordinary share, subject to adjustment in certain circumstances, and will expire on December 5, 2025. The Offerings are expected to close on or about June 5, 2020, subject to customary closing conditions.
The Warrants and the ordinary shares issuable upon exercise of the Warrants (the Warrant Shares) have not been registered under the Securities Act
of 1933, as amended (the Securities Act), pursuant to the Registration Statement and were instead offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.
The Company has agreed to pay H.C. Wainwright & Co., LLC (Wainwright) a cash fee of approximately $350,000, which represents 7.0% of the gross
proceeds of the Offerings. The Company will also reimburse Wainwrights reasonable and documented expenses in connection with the Offerings, including fees and expenses of outside counsel, in the amount of up to $90,000 and Wainwrights
clearing expenses in the amount of up to $12,900. In addition, Wainwright, or its designees, will also receive placement agent warrants (the Placement Agent Warrants) to purchase a number of ordinary shares equal to 7.0% of the aggregate
number of Shares sold to the Purchasers (the Placement Agent Warrant Shares). The Placement Agent Warrants generally will have the same terms as the Warrants, except they will have an exercise price of $2.1031 and will expire on
June 3, 2025.
The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions
to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the
Securities Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
Pursuant to the Securities Purchase Agreement, the Company has agreed to use commercially reasonable efforts to file a registration statement as soon as
practicable (and in any event within 90 calendar days of the date of the Securities Purchase Agreement), providing for the resale by the Purchasers of the Warrants in the Private Placement of ordinary shares issued and issuable upon exercise of the
Warrants. The Company has agreed to use commercially reasonable efforts to cause such registration statement to become effective within 181 days following the closing date of the Private Placement and to keep such registration statement effective at
all times until no purchaser of the Warrants in the Private Placement owns any Warrants or ordinary shares issuable upon exercise thereof.